The JAB/EB deal is fairly interesting because it seems one-sided. Here is the agreement. JAB can terminate if they get a "Superior Offer" that includes a Change of Control, with a termination fee of $48 or $55 million, depending. EB can also terminate if JAB gets a tender offer and JAB neither rejects or recommends it. Usually, we're worried about the Seller wriggling away with a better offer. Here, not so much. EB may be perfectly willing to pretend to be JAB's Valentine's date until MW goes away (for about $50 million). It will be interesting to see if this is a bluff.

A good M&A question is why this strategy? Using a whole bunch fo cash/debt to thwart MW's takeover plans. JAB, a Delaware corporation, has a poison pill, and we know that poison pills will be routinely upheld by the Delaware courts. The poison pill should be good against the tender offer and probably the proxy fight unless the institutional shareholders have enough shares to vote together against the JAB board. (Eminence Capital owns 5% of JAB and 10% of MW.)

The JAB/EB deal is fairly interesting because it seems one-sided. Here is the agreement. JAB can terminate if they get a "Superior Offer" that includes a Change of Control, with a termination fee of $48 or $55 million, depending. EB can also terminate if JAB gets a tender offer and JAB neither rejects or recommends it. Usually, we're worried about the Seller wriggling away with a better offer. Here, not so much. EB may be perfectly willing to pretend to be JAB's Valentine's date until MW goes away (for about $50 million). It will be interesting to see if this is a bluff.

A good M&A question is why this strategy? Using a whole bunch fo cash/debt to thwart MW's takeover plans. JAB, a Delaware corporation, has a poison pill, and we know that poison pills will be routinely upheld by the Delaware courts. The poison pill should be good against the tender offer and probably the proxy fight unless the institutional shareholders have enough shares to vote together against the JAB board. (Eminence Capital owns 5% of JAB and 10% of MW.)